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Terms and conditions

PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO VIEW THIS SECTION OF THE WEBSITE (THIS “MICROSITE“) TO ACCESS INFORMATION AND, DEPENDING ON WHO YOU ARE AND WHERE YOU LIVE, IT MAY AFFECT YOUR RIGHTS. THIS NOTICE AND THE INFORMATION CONTAINED IN THIS MICROSITE MAY BE ALTERED OR UPDATED FROM TIME TO TIME, AND SHOULD BE READ CAREFULLY EACH TIME YOU VISIT THIS MICROSITE.

ACCESS TO THE MATERIALS CONTAINED IN THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. IF YOU ARE UNABLE, OR HAVE ANY DOUBT WHETHER YOU ARE ABLE TO PROVIDE THE NECESSARY CONFIRMATION YOU SHOULD PRESS ‘DECLINE’ AND YOU WILL NOT BE ABLE TO VIEW INFORMATION ABOUT THE OFFER (AS DEFINED BELOW).

THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR MAY RESULT IN A SIGNIFICANT RISK OF CIVIL, REGULATORY OR CRIMINAL EXPOSURE IF INFORMATION CONCERNING THE OFFER IS SENT OR MADE AVAILABLE TO PERSONS IN THAT JURISDICTION (A “RESTRICTED JURISDICTION“) AND UNLESS OTHERWISE DETERMINED BY INDIGOVISION GROUP PLC (“INDIGOVISION“) AND PERMITTED BY APPLICABLE LAW AND REGULATION, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.

Electronic versions of the materials you are seeking to access are being made available on this Microsite by IndigoVision in good faith, for information purposes only and subject to the terms and conditions set out below.

Basis of access

The information contained on this Microsite is in respect of the cash offer (the “Offer“) by Motorola Solutions International Holding Limited (the “Offeror“) of the entire issued and to be issued share capital of IndigoVision. In particular, the information contained on this Microsite does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.

Responsibility

The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither IndigoVision nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. IndigoVision reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.

In relation to any document, announcement or information contained on this Microsite, the only responsibility accepted by the directors of IndigoVision (the “Responsible Persons“) is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

None of the Responsible Persons, IndigoVision or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this Microsite by a third party.

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Overseas persons

Viewing the materials you seek to access may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.

Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.

If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice. None of the Responsible Persons, IndigoVision (or any of its affiliated companies) nor any of their advisers accepts responsibility for any violation by any person of these restrictions.

Copies of the contents of this Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on this Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Important information for US investors

The materials do not constitute an offer to acquire or exchange securities in the United States. The Offer relates to the shares of a Scottish company and is expected to be made by means of a scheme of arrangement under Scottish company law; although the Offeror has reserved the right to switch to a takeover offer. The Offer is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act“). Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, the Offeror determines to make a firm offer by way of a takeover offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable US laws and regulations. Any such takeover offer will be made in the United States by the Offeror and no one else.

The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of consideration pursuant to any offer by a US holder of IndigoVision shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each IndigoVision shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of any acceptance of the Offer (or of the Offer becoming effective). Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

The materials contained in this Microsite do not constitute an offer of securities for sale in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results of operations and business of, IndigoVision or the Offeror and certain plans and objectives of the Offeror with respect to them. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could” and similar expressions, among others, generally identify forward-looking statements.

These forward-looking statements (including those relating to the consummation of the Offer and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that any of the conditions to the Offer will not be satisfied, adverse effects on the market price of IndigoVision’s or the Offeror’s shares and on IndigoVision’s or the Offeror’s operating results because of a failure to complete the Offer, negative effects relating to announcement of the Offer or the completion of the Offer on the market price of IndigoVision shares or the Offeror shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments.

These forward-looking statements are based on numerous assumptions and assessments made in light of IndigoVision’s or, as the case may be, the Offeror’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause the Offeror’s plans with respect to IndigoVision, IndigoVision’s or the Offeror’s actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. IndigoVision expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

This notice shall be governed by and interpreted in accordance with Scots law.

THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Confirmation of understanding and acceptance of disclaimer

By accepting below, you:

  • confirm that you are permitted to proceed to this Microsite and certify that you are not (nor do you act on behalf of someone who is) resident or located in any country that renders the accessing of this Microsite or parts thereof illegal;
  • agree that you will not forward, transfer or distribute (by any means including by electronic transmission) any information or documents included in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
  • represent and warrant to IndigoVision that you intend to access this area of the website for information purposes only, that you have read and understood this notice and that you understand that it may affect my rights or responsibilities; and
  • have read and understood the notice set out above and agree to be bound by the terms of this notice.

If you are not able to give these confirmations, you should click on I DECLINE below.

Principal Documents
DateTitleDownload
17/03/2020Recommended Cash Offer from Motorola Solutions 170320
14/04/2020Final Scheme Circular 140420
11/04/2020Result of Court and General Meetings
Directors' Irrevocables
DateTitleDownload
17/03/2020Irrevocable Undertaking - Max Thowless-Reeves
17/03/2020Irrevocable Undertaking - Pedro Simoes
17/03/2020Irrevocable Undertaking - Chris Lea
17/03/2020Irrevocable Undertaking - George Elliott
17/03/2020Irrevocable Undertaking - Victoria Macleod
Shareholders' Irrevocables
DateTitleDownload
17/03/2020Irrevocable Undertaking - Hamish Grossart
17/03/2020Irrevocable Undertaking - Peter Gyllenhammar AB
17/03/2020Irrevocable Undertaking - Richard Farmiloe
17/03/2020Irrevocable Undertaking - Strategos Fund, L.P.
17/03/2020Irrevocable Undertaking - Strategos Master Fund, L.P.
17/03/2020Irrevocable Undertaking - VT Sorbus Vector Fund
17/03/2020Irrevocable Undertaking - Whitehall Associated S.A.
25/5/2020Irrevocable Undertaking - Diane Lea
Share Options and Incentives
DateTitleDownload
14/04/2020Rule 15 Letter A 140420
14/04/2020Rule 15 Letter B 140420
14/04/2020Rule 15 Letter C 140420
14/04/2020Rule 15 Letter D 140420
14/04/2020Rule 15 Letter E 140420
14/04/2020Rule 15 Consent Letter N+1 140420
Other Documentations
DateTitleDownload
17/03/20202.11 Employee Letter 170320
17/03/20202.11 Shareholder Letter 170320
17/03/2020Non-disclosure Agreement 261119
17/03/2020finnCap Consent Letter for 2.7 Announcement 160320
17/03/2020 N1Singer Consent Letter for 2.7 Announcement 170320
08/04/2020N1Singer Consent Letter 080420
20/03/2020Opening Position Disclosure by an Offeree 200320
14/04/2020Articles of association - 12 November 2013
14/04/2020Amended articles of association of IndigoVision Group plc
14/04/2020Bidco - Articles
14/04/2020Scheme Doc – FinnCap Consent Letter
14/04/2020Template Form of Proxy – Court Meeting
14/04/2020Template Form of Proxy – General Meeting
28/05/2020Notice of Court Hearing
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